Williamson v. Travelport, LP

1

ANGELA HENDERSON WILLIAMSON, Plaintiff, v. TRAVELPORT, LP, et al, Defendants.

Civil Action No. 1:17-CV-00406-JPB

United States District Court, N.D. Georgia, Atlanta Division

February 13, 2023

ORDER

J.P BOULEE, JUDGE.

This matter comes before the Court on Angela Henderson Williamson's (“Plaintiff”) Motion for Judgment on the Administrative Record [Doc. 52] and Travelport, LP and Galileo & Worldspan U.S. Legacy Pension Plan's (“Defendants”) Cross Motion for Judgment on the Administrative Record [Doc. 53]. The Court finds as follows:

I. BACKGROUND

This case arises from the alleged denial of Plaintiff's pension benefits. Plaintiff filed this action on February 1 2017, under the Employment Retirement Income Security Act (“ERISA”). [Doc. 1]. Plaintiff amended her complaint on May 9, 2017, bringing claims for improperly withheld pension benefits, documentdisclosure penalties and breach of fiduciary duties. [Doc. 16]. On June 8, 2017 Defendants moved to dismiss Plaintiff's Amended Complaint, and on June 22, 2017, Plaintiff filed a motion for oral argument to respond to the motion to dismiss. [Doc. 19]; [Doc. 21]. On January 11, 2018, the Court granted the motion to dismiss the action in its entirety and denied as moot Plaintiff's motion for oral argument. See Williamson v. Travelport, LP, 289 F.Supp.3d 1305, 1322 (N.D.Ga. 2018). Plaintiff appealed on February 6, 2018. [Doc. 26]. On March 27, 2020, the Eleventh Circuit Court of Appeals affirmed the dismissal except for Plaintiff's claim for improperly withheld pension benefits, which was remanded to this Court for resolution on a full administrative record. See Williamson v. Travelport, LP, 953 F.3d 1278, 1299-1300 (11th Cir. 2020). Accordingly, the sole remaining claim before this Court is Plaintiff's cause of action for benefits under Section 502(a)(1)(B) of ERISA. See 29 U.S.C. § 1132(a)(1)(B).

Defendants filed the administrative record on April 30, 2021. [Doc. 51].

That same day, Plaintiff filed a Motion for Judgment on the Administrative Record pursuant to Rule 52 of the Federal Rules of Civil Procedure. [Doc. 52]. On May 28, 2021, Defendants filed a Cross Motion for Judgment on the Administrative Record under Rule 56. [Doc. 53]. Plaintiff requested oral argument on the pending motions, and the Court granted that request on March 7, 2022. [Doc. 58]. The Court held oral argument on May 9, 2022, [Doc. 68], and the parties subsequently filed supplemental briefing, see [Doc. 69]; [Doc. 70]. The motions are ripe for review.

In the ERISA context, motions for final judgment under Rule 52 and motions for summary judgment under Rule 56 of the Federal Rules of Civil Procedure serve as “‘vehicles for teeing up ERISA cases for decision on the administrative record.'” Graham v. Life Ins. Co. of N. Am., 222 F.Supp.3d 1129, 1137 (N.D.Ga. 2016) (quoting Stephanie C. v. Blue Cross Blue Shield of Mass. HMO Blue, Inc., 813 F.3d 420, 425 n.2 (1st Cir. 2016)). Therefore, “regardless of the specific vehicle chosen, the standard of review-which requires the Court to review the administrative record-remains the same.” Id. This Court therefore proceeds with a review of the administrative record. In this posture, the Court “does not take evidence, but, rather, evaluates the reasonableness of an administrative determination in light of the record compiled before the plan fiduciary.” Id. (quoting Curran v. Kemper Nat'l Servs., Inc., No. 04-14097, 2005 WL 894840, at *7 (11th Cir. Mar. 16, 2005)); see also Prelutsky v. Greater Ga. Life Ins. Co., 692 Fed.Appx. 969, 972 n.4 (11th Cir. 2017).

When deciding a motion for judgment on the administrative record, Federal Rule of Civil Procedure 52(a)(1) requires the Court “to find the facts specially and state its conclusions of law separately.” The Court derives its findings of fact and conclusions of law from the administrative record that was available to the plan administrator when the administrator made the decision to deny benefits. See Glazer v. Reliance Standard Life Ins. Co., 524 F.3d 1241, 1246 (11th Cir. 2008).

II. FINDINGS OF FACT

The Court's findings of fact are organized as follows: (A) Plaintiff's Employment History and Plan Participation; (B) Relevant Plan Terms; (C) The Role of the Employee Benefit Committee (the “EBC”); and (D) Plaintiff's Claim for Benefits, Appeal and the EBC's Determinations.

A. Plaintiff's Employment History and Plan Participation

Plaintiff is a former employee of United Airlines (“UAL”) and its various successor entities. During and after the period of her employment, she participated in various retirement benefit plans, some of which are at issue now.

Plaintiff was employed by UAL from September 4, 1968, to June 30, 1988. AR 907-08.^[1] During that time, Plaintiff participated in the UAL Plan. See AR 204-326 (the UAL Plan). On June 30, 1988, Plaintiff's employment was transferred to Covia, a successor entity to UAL. AR 909. From July 1, 1988, until December 31, 1992, Plaintiff worked for Covia and participated in the Covia Pension Plan (the “Covia Plan”). Id.; see also AR 133-202 (the Covia Plan). On January 1, 1993, Covia replaced the Covia Plan with the Covia Employees Pension Plan.^[2] AR 334. On September 16, 1993, Covia and Apollo Travel Service Partners merged to create Galileo International Partnership (“Galileo”). Id. The Covia Employees Pension Plan was thus renamed the Galileo International Employees Pension Plan (the “Galileo Plan”). Id.; see also AR 1-127 (the Galileo Plan). From January 1, 1993, until May 6, 1997, Plaintiff was employed by Galileo and participated in the Galileo Plan. AR 909. Plaintiff's employment ended on May 6, 1997; her expected retirement date was December 1, 2011. AR 909; AR 593.

Following another merger, on January 1, 2008, the Galileo Plan became the “Galileo & Worldspan U.S. Legacy Pension Plan” (the “Legacy Plan” or the “Plan”), which is the current, operative plan and is a defendant in the present case. AR 334-35; see also AR 328-451 (the Legacy Plan). The Legacy Plan designates Travelport, also a named defendant, as the administrator of the Plan and assigns Travelport all responsibilities for the Plan's administration unless a particular responsibility is delegated to the EBC.^[3] § 17.01, Legacy Plan, AR 388.

To summarize, Plaintiff participated in five plans, corresponding to the following approximate timeframes: (1) the UAL Plan (1968-1988); (2) the Covia Plan (1988-1992); (3) the Covia Employees Pension Plan (January-September 1993); (4) the Galileo Plan (September 1993-1997); and (5) the Legacy Plan (2008-present). However, not every plan is at issue here; instead, this case primarily concerns how Plaintiff's benefits are calculated under the Legacy Plan (number 5 in the list) and, specifically, how that plan accounts for her participation in the UAL Plan (number 1) and the Covia Plan (number 2).

B. Relevant Plan Terms

In this section, the Court discusses plan provisions about eligibility for plan participation and the calculation of benefits. As a general rule, the Court will begin with the terms of the operative plan-the Legacy Plan-before addressing language contained in earlier plans, as necessary.

1. Eligibility for Participation

A “Participant” in the Legacy Plan is an Employee^[4] “who has satisfied the eligibility requirements set forth in . . . this Plan and has commenced participation in the Plan, but only as long as such individual either remains an Employee or is entitled to benefits payable under the Plan.” § 2.38, Legacy Plan, AR 345. The eligibility requirements of the Legacy Plan are that an Employee reaches the age of twenty-one and completes one Year of Service. § 3.01, Legacy Plan, AR 349. A “Year of Service” is defined as, for the “purposes of eligibility to participate in the Plan,” “each year of employment in the United States with an Employer . . . that begins on an Employee's Employment Date and each anniversary thereof, and ends on [her] Severance from Service Date.” § 2.58, Legacy Plan, AR 349. The Legacy Plan also provides that “[p]articipation in the [Covia Plan] or the [UAL Plan] shall not exempt any Employee from the eligibility requirements” of the Legacy Plan itself. § 3.05, Legacy Plan, AR 352.

The UAL Plan and the Galileo Plan imposed the same basic requirement for eligibility (and, thus, for plan participation) as those set forth in the Legacy Plan: an employee becomes eligible to participate in the plan after reaching the age of twenty-one and after completing one year of service. See § 3.01, Galileo Plan, AR 22; see also § 2.1, UAL Plan, AR 214. Likewise, the Covia Plan awarded service credit to plan participants so long as they were twenty-one and had completed one Year of Service. See Amendment to § 4.4, Covia Plan, AR 128 (providing retroactive service credit to Employees for months of employment “after completing one Year of Service for periods of employment prior to age twenty-five . . ., but in [no] event for [service] prior [to] age twenty-one”).

The Legacy Plan issued a Summary Plan Description (the “2009 SPD”) that became effective on December 31 2009. See AR 542-90. The 2009 SPD sets forth the Legacy Plan's participation requirements: an individual was eligible to participate in the Legacy Plan if she “met the age and service requirements for the [Legacy] Plan, meaning . . . [she] had reached age [twenty-one], and . . . [she] had completed one Year of Service.” AR 547. The 2009 SPD also includes provisions about “Benefit Service” from previous plans. The 2009 SPD defines “Benefit Service” as “[s]ervice that is used to determine [an individual's] accrued benefit under [her] plan. Generally, Benefit Service is measured from [the individual's] Participation Date until [her] Freeze Date or...